TERMS AND CONDITIONS OF TRADE
1. DEFINITIONS
1.1. "PTN Poultry Experts" shall mean PTN Manufacturing Limited, any subsidiary companies or any agents or employees thereof.
1.2. "Customer" shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from PTN Poultry Experts.
1.3. "Products" shall mean:
1.3.1. all Products supplied by PTN Poultry Experts to the Customer; and
1.3.2. all inventory of the Customer that is supplied by PTN Poultry Experts; and
1.3.3. all Products supplied by PTN Poultry Experts and further identified in any invoice issued by PTN Poultry Experts to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.4. all Products that are marked as having been supplied by PTN Poultry Experts or that are stored by the Customer in a manner that enables them to be identified as having been supplied by PTN Poultry Experts; and
1.3.5. all of the Customer's present and after-acquired Products that PTN Poultry Experts has performed work on or to or in which Products or materials supplied or financed by PTN Poultry Experts have been attached or incorporated.
1.3.6. The above descriptions may overlap but each is independent of and does not limit the others.
1.4. "Products and Services" shall mean all products, goods, services, and advice provided by PTN Poultry Expertsto the customer and shall include without limitation the supply of all products, installation and all associated products and services and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products and Services by PTN Poultry Experts to the Customer.
1.5. "Price" shall mean the cost of the Products and Services as agreed between PTN Poultry Experts and the Customer and includes all disbursements e.g., charges PTN Poultry Experts pays to others on the Customer's behalf subject to clause 4 of this contract.
2. ACCEPTANCE
2.1. Any instructions received by PTN Poultry Experts from the Customer for the supply of Products and Services shall constitute a binding contract; and acceptance of the terms and conditions contained herein.
2.2. PTN Poultry Experts specifically reserves the right to refuse credit.
3. COLLECTION AND USE OF INFORMATION
3.1. The Customer authorises PTN Poultry Experts to collect, retain and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by PTN Poultry Experts to any other party.
3.2. The Customer authorises PTN Poultry Experts to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3. Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 2020.
4. PRICE
4.1. Where no price is stated in writing or agreed to orally the Products and Services shall be deemed to be sold at the current amount as such Products and Services are sold by PTN Poultry Experts at the time of the contract.
5. PAYMENT
5.1. Unless otherwise agreed in writing payment for Products and Services must be made by:
5.1.1. 50% deposit upon order; and
5.1.2. Balance paid in full before goods are shipped.
5.2. Interest may be charged on any amount owing after the due date at the rate of 10% per month or part month.
5.3. Any expenses, disbursements and legal costs incurred by PTN Poultry Experts in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor's fees or debt collection agency fees.
5.4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5. Any provision for a "pay when paid" clause or a "pay if paid" clause shall not apply to PTN Poultry Experts when Products and Services are provided by it.
6. QUOTATION
6.1. Where a quotation is given by PTN Poultry Experts for Products and Services:
6.1.1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2. The quotation shall be exclusive of Goods and Services Tax unless specifically stated otherwise.
6.1.3. PTN Poultry Experts reserve the right to alter the quotation prior to order confirmation because of circumstances beyond its control.
6.2. Where Customer requests additional Products and Services not included in the quotation the Customer agrees to pay for the additional cost of such Products and Services.
7. RISK AND DELIVERY
7.1. The Products and Services remain at PTN Poultry Experts risk until delivery to the Customer.
7.2. Delivery of Products and Services shall be deemed complete when PTN Poultry Experts, or an agent including a manufacturer, gives possession of the Products and Services directly to the Customer or possession of the Products and Services is given to the Customer’s carrier, courier, or other bailee for purposes of transmission to the Customer.
7.3. The Parties agree that timely manufacture and delivery of the Goods is of the essence to this Agreement. The Supplier shall use commercially reasonable efforts to meet the production schedules and delivery deadlines specified herein.
7.4. The Supplier shall not be liable for any delay or failure in the manufacture, shipment, or delivery of the Goods to the extent such delay or failure is caused by events beyond the Supplier’s reasonable control, including but not limited to:
7.4.1. shortages or unavailability of raw materials, components, or energy,
7.4.2. breakdown of machinery or equipment not due to Supplier’s negligence,
7.4.3. labour strikes or industrial actions,
7.4.4. natural disasters, fire, flood, or extreme weather,
7.4.5. acts of war, terrorism, or civil unrest,
7.4.6. pandemics, epidemics, or public health emergencies,
7.4.7. governmental restrictions, embargoes, or delays in customs clearance,
7.4.8. or any other event that constitutes force majeure under applicable law.
7.5. In the event of a Force Majeure Event, the Supplier shall promptly notify the Purchaser in writing, specifying the nature of the event, its expected duration, and the anticipated impact on performance. The Supplier shall take all reasonable steps to mitigate the delay and resume performance as soon as reasonably practicable.
7.6. Where a Force Majeure Event causes a delay, the delivery schedule shall be extended by a period equal to the duration of the delay, or as otherwise agreed in writing by the Parties.
7.7. The Customer will ensure that PTN Poultry Experts is provided with reasonable access to the delivery address together with adequate room for unloading. The Customer indemnifies PTN Poultry Experts against all costs and liabilities PTN Poultry Experts incur with or arising out of the delivery or in unloading.
7.8. Where a Customer designates off road delivery, PTN Poultry Experts is not liable for any damage caused to any products and/or any property on site (including towage fees).
7.9. Any lifting equipment supplied by PTN Poultry Experts and used by the customer is used at the Customer's risk.
7.10. International Freight Terms (Incoterms) shall be EXW (ex works) unless agreed otherwise.
8. AGENCY
8.1. The Customer authorises PTN Poultry Experts to contract either as principal or agent for the provision of Products and Services that are the matter of this contract.
8.2. Where PTN Poultry Experts enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1. Title in any Products and Services supplied by PTN Poultry Experts passes to the Customer only when the Customer has made payment in full for all Products and Services provided by PTN Poultry Experts and of all other sums due to PTN Poultry Experts by the Customer on any account whatsoever. Until all sums due to PTN Poultry Experts by the Customer have been paid in full, PTN Poultry Experts has a security interest in all Products and Services.
9.2. If the Products and Services are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Products and Services shall remain with PTN Poultry Experts until the Customer has made payment for all Products and Services, and where those Products and Services are mixed with other property so as to be part of or a constituent of any new Products and Services, title to these new Products and Services shall deemed to be assigned to PTN Poultry Experts as security for the full satisfaction by the Customer of the full amount owing between PTN Poultry Experts and Customer.
9.3. The Customer gives irrevocable authority to PTN Poultry Experts to enter any premises occupied by the Customer or on which Products and Services are situated at any reasonable time after default by the Customer or before default if PTN Poultry Experts believes a default is likely and to remove and repossess any Products and Services and any other property to which Products and Services are attached or in which Products and Services are incorporated. PTN Poultry Experts shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party because of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. PTN Poultry Experts may either resell any repossessed Products and Services and credit the Customer's account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and Services and credit the Customer's account with the invoice value thereof less such sum as PTN Poultry Experts reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4. Where Products and Services are retained by PTN Poultry Experts pursuant to clause 9.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 ("PPSA") and to object under s.121of the PPSA.
9.5. The following shall constitute defaults by the Customer:
9.5.1. Nonpayment of any sum by the due date.
9.5.2. The Customer intimates that it will not pay any sum by the due date.
9.5.3. Any Products and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Products and Services.
9.5.4. Any Products and Services in the possession of the Customer are materially damaged while any sum due from the Customer to PTN Poultry Experts remains unpaid.
9.5.5. The Customer is bankrupted or put into liquidation, or a receiver is appointed to any of the Customer'sassets or a landlord distains against any of the Customer's assets.
9.5.6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days. 9.5.7. Any material adverse change in the financial position of the Customer.
9.6. If the Credit Repossession Act applies to any transaction between the Customer and PTN Poultry Experts, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
10. SECURITY INTEREST FOR SERVICE PROVIDERS
10.1. The Customer gives PTN Poultry Experts a security interest in all of the Customer's present and after-acquired property that PTN Poultry Experts has performed services on or to or in which Products or materials supplied or financed by PTN Poultry Experts have been attached or incorporated.
11. PAYMENT ALLOCATION
11.1. PTN Poultry Experts may in its discretion allocate any payment received from the Customer towards any invoice that PTN Poultry Experts determine and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by PTN Poultry Experts, payment shall be deemed to be allocated in such manner as preserves the maximum value of PTN Poultry Experts’ purchase money security interest in the Products and Services.
12. LIABILITY
12.1. The Consumer Guarantees Act 1993, the Fair Trading Act 2021 and other statutes may imply warranties or conditions or impose obligations upon PTN Poultry Experts which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on PTN Poultry Experts, PTN Poultry Experts’ liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
12.2. Except as otherwise provided by clause 12.1 PTN Poultry Experts shall not be liable for:
12.2.1. Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Services provided by PTN Poultry Experts to the Customer; and
12.2.2. The Customer shall indemnify PTN Poultry Experts against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of PTN Poultry Experts or otherwise, brought by any person in connection with any matter, act, omission, or error by PTN Poultry Experts its agents or employees in connection with the Products and Services.
12.3. PTN Poultry Experts shall have no liability for discrepancies between estimates that may have been prepared for quantities based on plans or other information given by or on behalf of the Customer and quantities actually required. The Customer warrants it has verified and, in any event, accepts responsibility for the accuracy of quantities ordered as being in accordance with its requirements.
13. WARRANTY
13.1. Manufacturer's warranty applies where applicable.
13.2. Any written warranty that PTN Poultry Experts provides to the Customer will also form part of these terms and conditions of trade.
13.3. No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Products and Services except where Products are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
13.4. PTN Poultry Experts warrants that the Products are suitable only for the specific purpose for which they are expressly intended and designed, as described in PTN’s product documentation or specifications. No warranty is given, express or implied, that the Products are fit for any other purpose.
13.5. The Customer acknowledges and agrees that it is solely responsible for determining the suitability of the Products for any use beyond their intended purpose. PTN Poultry Experts shall not be liable for any loss, damage, or claim arising from the use of the Products for any unintended or unauthorized purpose.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1. PTN Poultry Experts, owns and has copyright in all work, software, systems, solutions, drawings, designs, specifications, electronic data and documents produced by PTN Poultry Experts in connection with the Products and Services provided pursuant to this contract and the Customer may use the Products and Services only if paid for in full and for the purpose for which they were intended and supplied by PTN Poultry Experts.
15. CONSUMER GUARANTEES ACT
15.1. Subject to clause 15.2 the guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Products and Services from PTN Poultry Experts for the purposes of a business in terms of section 2 and 43 of that Act.
15.2. Should PTN Poultry Experts breach any of its obligations to a Customer, then PTN Poultry Experts’ liability to that Customer shall be limited to the greater of either:
15.2.1. The costs of replacing the Products in respect of which the obligation has been breached with productor equivalent specification;
15.2.2. The price for those Products paid by the Customer.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1. If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for PTN Poultry Experts agreeing to supply Products and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to PTN Poultry Experts the payment and all monies now or hereafter owed by the Customer to PTN Poultry Experts and indemnify PTN Poultry Experts against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
17. CLAIMS AND RETURN OF PRODUCTS
17.1. The Customer shall be deemed to have accepted the Products and Services provided unless the Customer notifies PTN Poultry Experts otherwise within 5 days of delivery of the Products and Services to the Customer.
17.2. Products will only be accepted for return with prior consent of PTN Poultry Experts at its discretion and applies to defective goods only. A 15% restocking fee applies. Returned Products must be accompanied by original invoice, in unused and undamaged condition and still in original packaging where applicable. The Customer is liable for all costs associated with the return. There will be no returns on customised orders.
17.3. In the event of damage in transit the Customer is required to send to PTN Poultry Experts written request for replacement together with the delivery docket and evidence that this was endorsed at the time of receipt of Products that the Products were damaged prior to unloading.
18. CANCELLATION
18.1. Once an order has been accepted by PTN Poultry Experts, it can only be cancelled, varied, or suspended (whether in whole or in part) upon the following terms and conditions:
18.1.1. No cancellation, variation or suspension will be effective or recognised unless, and only to the extent that PTN Poultry Experts agrees in writing to such cancellation, variation or suspension
18.1.2. The Customer agrees to accept delivery of all Products held by PTN Poultry Experts in respect of such order and all Products in transit to or subsequently delivered to PTN Poultry Experts for such order
18.1.3. The Customer agrees to pay all costs, expenses and liabilities incurred by PTN Poultry Experts in consequence of the cancellation, variation or suspension of the order.
19. ASSIGNMENT
19.1. In consideration of the goods supplied to the Customer by PTN Poultry Experts the Customer assigns to PTN Poultry Experts absolutely all the Customer's right title and interest in any debt which is due to the Customer by any third party the Customer has on sold to Products supplied by PTN Poultry Experts whether or not the amount of that debt due to the Customer by the third party comprises only a part of the amount of the debt for Products supplied PTN Poultry Experts to the Customer.
20. MISCELLANEOUS
20.1. Failure by PTN Poultry Experts to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations PTN Poultry Experts has under this contract.
20.2. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.3. The client shall not assign all or any of its rights or obligations under this contract without the written consent of PTN Poultry Experts.
20.4. Where these terms and conditions of trade are at variance with the order or instructions from the Customer these terms and conditions of trade shall prevail unless PTN confirm acceptance in writing.
20.5. If required by PTN Poultry Experts the Customer will store Products and Services supplied by PTN Poultry Experts in a way that enables them to be identified as having been supplied by PTN Poultry Experts.
20.6. This contract is interpreted in compliance with the laws of New Zealand.